Avengers of the Multiverse, Episode 6: Deus Rex Machina
by Iron117Prime
Summary: The Avengers stand together once more as they face another new enemy, one that has a deep and personal history with one of their members. Can they pull together to defeat him? Or will one of their own give into his emotions and let himself and his team fall into danger?
1. Part 1

**Hi everyone. Thank you all SO MUCH for your patience. I never thought that I'd still be in Season 1 for my Avengers of the Multiverse series for so long, granted I took a bit of a break to work on some of my other stories that have also gained a huge following, so I'd like to thank not only them for their support but all of you for waiting and being so patient with me. I have every intention of continuing my series and seeing it through. So without further delay, I present the next episode to my Avengers of the Multiverse series.**

**Episode 6 Deus Rex Machina**

Sherman Illinois seemed like it was having a very pleasant day with people walking along the sidewalks and going about their business, not too much traffic along the roads, and it was bright and sunny out. However, this pleasantness soon came to an end as a large shadow loomed over the downtown area. Something gargantuan was flying over the city. This behemoth bore the resemblance of a blue whale; only it appeared much larger, almost by a third. It also had a set of crab-like legs sticking out from the bottom with a large pair of bat-like wings grown from it's upper back.

The people of Sherman looked up to this creature in surprise, even a little bit of fear as children stuck close to their parents. It was made clear that this entity did not bear any friendly gestures as it's eyes gazed down and shot powerful yellow energy beams toward the city, resulting in explosions along the buildings upon impact. That was all it took for the people to start screaming and begin running away.

The whale-like monster continued to blast with its laser eyes, one blast hit a building as ruble began to fall toward the ground where a little girl screamed and closed her eyes waiting to be crushed. Fortunately, she was quickly pulled out of the way just as the rubble landed. The girl looked in surprise to see a certain teenage hero smiling at her as she rode on his built-in ride.

"Don't worry kiddo, you're safe." Rex assured her with his usual grin as he rode his Rex-Ride down the road to where the girl's mother was waiting for her. Rex pulled to a halt as he handed the girl to the mother who quickly took her and ran to safety alongside the crowd.

Rex gazed upward at the entity as it ceased firing just as many more of his fellow Avengers arrived: Danny Phantom, Kim Possible in her mission gear, Ben Tennyson in the form of Jetray hovering above them, along with Illana, Lance and Octus in their respective armors.

"Well, what's our big alien threat for the week?" Jetray asked.

"It's definitely not Mutradi." Lance said.

"I've never seen anything like that either." Illana noted.

"Well whatever it is, be ready." Danny said as his hands charged with ecto-energy just as they began to see the whale-like creature beginning to descend towards the ground.

"Hold on a moment." Octus scanned the creature. "That's odd… this thing… it's an Earth native creature, a blue whale!"

That took the whole group of young heroes by surprise.

"Wait, what!?" Danny questioned in shock.

"Um, you guys don't have flying whales in your universe, do you?" Kim asked the Titan crew.

"None that I'm aware of." Lance uttered in a surprised tone.

"An Earth-whale?! How is that possible!?" Illana questioned in surprise.

"Maybe it's some kind of mutant?" Jetray guessed.

"Wait." Octus continued to scan just as the creature landed in front of the young heroes on the street in-between the buildings. "It's DNA has been altered! And it… some strange energy readings…" Octus looked towards Rex and scanned him as well. "Rex, I'm detecting a similar energy reading coming from your own nanites. I think that thing has nanites it as well!" The robot voiced in a surprised tone as well.

That caused them to look in further shock, particularly Ben and Rex. "Nanites?! Wait… Rex is that an EVO?!"

"Those mutant monsters from your world?!" Kim questioned towards Rex who couldn't even respond yet. "But I thought you cured them all!"

"Not all." Rex uttered, still not over his surprise.

"Forget that, how did one even get to _our _Earth!?" Lance questioned.

Rex's face paled as his instincts told him of only one person who could possibly be responsible for something like this. "No… It… it couldn't be…"

"What? What couldn't be?" Illana asked.

Almost in direct response, the creature, revealed to be an EVO, opened its massive mouth where a gas-like substance erupted from it. As it began to clear, the group got a clear view of a man inside. He had long black hair with white streaks as he wore a black and white stripped shirt with grey pants and black boots, while also sporting a long black overcoat. But what stood out the most was a golden gauntlet for a left arm.

"Hello Rex." The man greeted with a causal smile and a sinister glimmer in his eyes.

All five of the Avengers looked towards Rex in surprise as his eyes widened like dinner plates at the sight of the man. Did Rex know this guy?! Who was he? However, before they could ask, Rex's eyes narrowed as a look of anger fell on his face.

"Van Kleiss."

"Who?" Kim questioned.

Rather than answer, Rex formed his boogie pack and immediately shot directly at the man.

"Rex, wait!" Danny tried to stop him as Rex was already an inch away from this man, but a swirling red portal suddenly appeared in front of him, forcing Rex to fly in just as the man walked in from the other side before the portal vanished.

"What just happened?!" Illana questioned.

"Ben, you know Rex, do you know this other guy?" Danny asked him.

"No, first time I've seen him." Jetray shook his head.

"I think we got bigger problems right now." Lance pointed his Manus armor's hand towards the massive Whale EVO as it took to the skies once more, creating a strong whirlwind as it flapped its wings upon ascending, forcing the young heroes to cover their faces, with Kim being behind Lance's Manus armor.

Once in the air, the creature resumed its destructive rampage with its laser eyes, destroying many of the building-tops around the area.

"That thing's going to do some serious damage if we don't stop it!" Lance pointed out.

"What about Rex?" Illana asked.

"We'll divide and conquer." Danny took command as the leader of the Avengers. "You guys form Titan and take that thing down, the rest of us will find and help Rex."

"I've tracked his ID card." Octus said. "He's twelve point three miles west of here."

"Got it, let's move Avengers!" Danny commanded as he flew with Jetray, who grabbed Kim by the shoulders, and they flew in the direction Octus pointed them toward.

"Initiate Sym-Bionic Titan!" Octus announced as the transformation sequence began. His body grew to gargantuan proportions as he shined a light on Lance and Illana's respective armors as they were pulled into his transparent body. Their armors opened and connected as Illana and Lance themselves were pulled out. Circutry and machinery from the armors mixed with Octus components and replicated just as Illana and Lance's minds connected with Octus' AI and they formed the heroic Titan.

Titan stood firm on the ground in front of the Whale EVO as it ceased its fire to gaze upon the giant robot. Titan was significantly lager than the Whale EVO, with the creature being about a third of its own size, but its ability to fly made it 'stand' on equal height with it. It gazed upon Titan for a few seconds before shooting its laser eyes at it, before Titan responded with a shield on its right wrist.

* * *

A red portal opened up on an abandoned construction site where Rex fell out and rolled on the ground before getting up to glare at the man who stepped out with his most trusted servants right behind him. A cybernetic wolf-like creature, and some kind of lizard-like being with a twisted head and a right arm looking like a club made of diamonds.

"What the hell are you even doing here Van Kleiss?!" Rex glared at him.

"I am sensing a great deal of hostility from you Rex." Van Klyse said in a casual tone of voice. "And after all we've been through together."

"That's not what I meant! How did you even get here?!" Rex demanded.

"Oh, I thought that would be rather obvious." Van Kleiss said as the portal behind him closed just as someone stepped out. She bore the resemblance of a teenage school girl with pale skin, four arms, her upper arms being the most large, with sickly black hair and glowing white eyes.

Rex's look of anger gave way into one of honest shock. "Breach!? Wha… what are you doing here?! I thought we were friends!"

"I'm afraid Rex, that Breach can no longer hear you." Van Kleiss said as he gestured to something around her neck, which Rex recognized instantly.

"That collar…"

"Look familiar? After you defeated Black Knight and the rest of the Consortium, they retreated so quickly that they left some of their toys behind." Van Kleiss explained. "And I have to say, many of them are rather useful. Breach has always been a valuable asset to me, but now she's mine and she no longer bears any more of her free will."

Rex glared hatefully at his enemy. "You sick piece of…"

"Now, now." Van Kleiss teased. "You need to watch that temper of yours. Biowulf, Skalamander, please teach him some discipline."

"With pleasure, master." Biowulf said before he leapt towards Rex with his massive claws just as Rex formed his Smack Hands to block the sharp strike, but this left him vulnerable on his left flank as Skalamander ran to his side and shot multiple crystal-like fragments at him, all of which hit and scratched him up quite a bit as he rolled across the ground with the two EVOs of the pack pursuing after him as Van Kleiss could only smirk evilly.

* * *

Titan was skidding back slightly as it kept its shield up to force back the eye-beams from the Whale EVO.

"_We have to fight back!" _Lance exclaimed.

"_Wait a minute Lance!" _Illana stopped him. _"Remember what Rex said about those EVOs when we first formed the team?"_

"_He explained how they are mutated lifeforms as a result of the incomplete and malfunctioning nanites infecting their bodies." _Octus recalled.

"_He also said how he was able to cure them! Maybe he can do the same for this thing." _Illana hopped.

"_I still want to know how this thigh got here and who that man was." _Lance said.

"_Rex said his name was 'Van Kleiss', though he never mentioned him before." _Octus said.

"_We can worry about that later. Right now we need to lure this EVO-thing away from the city and subdue it so Rex can cure it later." _Illana stated firmly.

"_Fine!" _Lance relented as Titan swerved away from the laser blast before taking to the skies with its jet-boosters on its feet. The Whale EVO flew after Titan with its wings. But it did not just have wings; this EVO also had a large assortment of organic tube-like structures on its underbelly that shot massive gusts of air out that propelled it at incredible speed.

"_For something so large, it's actually moving rather fast." _Octus noted as Titan turned its head to see the Whale EVO following it. _"These EVO mutations caused by the nanites are actually rather fascinating."_

"_Yeah, if it weren't about to kill us!" _Lance stated in annoyance as Titan flew over a large body of water and halted its flight before landing ankle deep in water. However the EVO did not stop, but rather shoot forward at an even faster speed.

"_Look out!" _Illana's warning came too late as the Whale EVO had already collided onto Titan and latched its crab-like legs onto its body before slamming it down into the water with a massive splash.

* * *

Rex rolled back as he was pelted more with crystal shards shot at him. He could just barley roll out of the way as Skalamander came in with its club-like weapon for an arm as the EVO slammed it into the ground. Rex tried to form his Smack Hands again only to use them in defense as Biowulf leapt down at him from a girder and slashed at him. Though Rex was able to block a majority of Biowulf's slashes and Skalamander's shard-attack, it left him vulnerable in the back as one of Breach's portals opened up from behind him. Before he knew what was happening, Van Kleiss's gauntlet reached through the portal and grabbed Rex by the back of his shirt before pulling him in.

Van Kleiss pulled Rex out from the portal with his elongated gauntlet and swung to slam him across many of the girders above him before straightening out and stretching his gauntlet fast and slamming his victim hard into a vertical girder, bending it in the process.

Biowulf and Skalamander stepped out of the portal and walked alongside their master as he walked slowly and menacingly towards Rex, while still keeping him pinned.

"You know what truly surprises me, Rex?" Van Kleiss asked as he walked ever closer. "Despite everything you've endured, you still never learn." Van Kleiss was so close he could spit on Rex as the teenage boy glared at him. "You always let your emotions get the better of you. Only this time, you don't have Providence to pull you out of your own mess again."

"He's got _us!" _

Before Van Kleiss could react, Danny Phantom zoomed in and slammed his fist across Van Kleiss' face, forcing him to let go of Rex and sending him flying across the area. Jetray had also zoomed in and shot multiple eye beams at the members of the Pack just as he dropped Kim. With them distracted, Kim fell and landed both her feet onto Skalamander to kick him into Breach before landing and sweeping her feet to knock down Biowulf. Jetray then pressed his Omnitrix symbol to transform into Terraspin before forming his whirlwind attack to blow away the Pack in the same direction their master went.

Terraspin turned back into Ben Tennyson as he, Danny, and Kim came towards their downed comrade.

"Rex, you okay buddy?" Ben asked as Danny and Kim helped him to his feet.

"I'll live." Rex rubbed his head.

"So this Van Kleiss, you know him?" Danny asked.

"We have a history." Rex responded.

"Your arch foe?" Kim asked.

"Doesn't even begin to describe _him._" Rex told them as they turned their heads towards the recovering Pack. "Long story and I'll explain later. Right now, we're taking them down!"

Danny, Kim, and especially Ben looked in surprise. It was very rare for Rex to get this serious. Seemed like Van Kleiss knew how to bring out the worst in Rex, but they were still going to stop him either way.

Van Kleiss stood up as Biowulf, Breach, and Skalamander stood by his side. He smiled casually once more.

"I take it these are your new friends, Rex?"

"Got that right, pal." Ben said with a cocky smirk as he readied his Omnitrix.

"Van Kleiss, was it? You seem like a smart guy. So why don't you just make it easy on yourself and surrender?" Kim offered with her usual confident grin.

"Tempting offer my dear. Though I'm afraid I'll have to decline." Van Kleiss kept his casual demeanor as he directed his Pack. "Take them!"

Biowulf, Skalamander, and Breach all charged forward as the four Avengers responded in kind.

* * *

The Whale EVO kept Titan pinned under the water as it blasted its laser eyes directly at its exposed face. Though this was far from the worst of Titan's experiences, its attacks were beginning to annoy the people inside.

"_I've had just about enough of this!" _Lance exclaimed as Titan's jet boosters activated, causing Titan to fly across the water before spinning out of it and spinning itself like a top to shake the Whale EVO off, which it managed to do before it stabilized itself with its wings and air-tubes. It then resumed its bombardment of laser eyes towards Titan as it flew around and behind it before grabbing the Whale EVO in a bear-hug like squeeze.

"_Remember, don't kill it!" _Illana reminded.

"_I can send an electrical pulse through its body." _Octus said as Titan continued to hold the struggling EVO. _"It's not fatal and should render it unconscious so Rex can cure it."_

"_Do it!" _ Lance ordered before Titan's arms surged with white electricity, which electrocuted the Whale EVO for a few seconds before it fell into unconsciousness.

"_Octus…?" _Illana voiced in worry.

"_Don't worry, its vitals are stable, but it's harmless for the time being."_

"_Good, le'ts help the rest of our team."_ Lance said as Titan took to the skies once more.

* * *

Kim double-flipped to avoid the relentless claw strikes from Biowulf. She flipped and jumped onto a girder above her and jumped to another one above her as well with Biowulf continuing to leap after her.

"Come on boy. Who wants to go for a walk?" Kim teased Biowulf as though he were a pet dog. "Come on boy! Come on!" She jumped to avoid another claw slice as Biowulf completely sliced the girder she was previously standing on before she landed on the one above her.

"I'm nobody's house-pet!" Biowulf stated before jumping after her again.

Danny flew backwards over several girders as he shot at Breach before she vanished in one of her portals. Danny's flight came to a halt as Breach opened a portal directly in front of him and fell out, punching him across the face with one of her larger arms before falling into another one of her portals that closed before Danny could get to it.

He rubbed his mouth. "I hate portals." He groaned, before a portal opened along his right side and Breach punched him across the face. Danny tried to punch back, only for Breach to vanish again and reappear via portal behind him to kick him in the back. The process repeated a couple times as Danny tried to fly higher up.

Along the ground, Ben rolled out of the way to avoid a strike from Skalamander's club-arm. As Ben got back up he activated his Omnitrix to transform into Diamondhead just as Skalamander shot his crystal shards at him, only for Diamondhead to brace himself as the crystals broke off him.

"Nice one, but don't think you're the only one who can do that." Diamond head said as he shot his own diamond shards from his arms, hitting Skalamander's body, causing the disfigured-lizard-like-creature to roar in pain before retreating with Diamondhead pursuing after him.

Rex formed his BFS as he swung at Van Kleiss who ducked underneath his strike, causing Rex to slice up a vertical girder, causing several more to fall around them as Van Kleiss leapt back towards the left, right underneath a falling girder before he caught it with his gauntlet and threw it at Rex who batted it away with his sword, but this left him open for Van Kleiss to stretch out his gauntlet and wrap it around Rex's sword, before pulling him in and punching Rex in the gut and delivering a round house across Rex's face to knock him back into a pile of unused girders outside the construction site.

Rex formed his Punk Busters and jumped over the pile to kick the girders at Van Kleiss as he actually ran towards the incoming objects as he rolled and ducked out of the way with speed and reflexes impossible for a human. Right when he got close, Van Kleiss slugged Rex across the face again, but Rex rebounded as he formed his Fun-chuck in his right hand to slam Van Kleiss and send him skidding backwards.

However, despite that, Van Kleiss still maintained his confident demeanor and his sinister smile, which only seemed to aggravate Rex even more as he yelled and charged at his nemesis once more.

Danny flew around in the maze of girders as he tried his best to avoid the relentless onslaught of Breach's attacks. Though they didn't cause him too much damage, as he survived worse, it was still getting on his nerves, especially since he couldn't land a single attack. He flew around a bit before stopping mid-air.

"Come on Fenton, think." He said to himself. "How do you beat a portal-girl?" Before he could respond to his own inquiry, his right arm was grabbed by Breach's own arm from a portal on the right as a portal opened on his left and her other arm grabbed Danny's left arm and they pulled him like a cross just as a third portal opened in front of him to reveal Breach with her larger arms outstretched into two smaller portals connecting to the ones that Danny was trapped by.

However, despite his predicament, Danny smirked. "Answer: Let yourself be caught." His eyes turned a cyan blue as he coated his own body in the same energy. Before the controlled-Breach knew what was happening, her arms began to freeze, the ice traveled through the portals and to her own body.

Breach lost her grip on Danny, and with the ice slowing her down, he zoomed in and delivered a punch to her face to send her flying and crashing along a partially constructed floor, her back hitting a girder, and the collar on her neck took a bit of the impact.

Danny flew down toward her. "Sorry, but not first time fighting with girls." However, Danny looked in surprise to see her collar short circuiting slightly as Breach's eyes stopped glowing white for a second before they turned to normal.

"Help… me… please." Breach uttered, as her face was one of desperate pleading, much to Danny's confusion.

"What? What are you…?"

"Please… help… I can't…!" However, Breach's pleas were silenced as the collar began to self-repair and Breach's eyes turned white again. She fell backwards inside her own portal, leaving a confused Danny Phantom.

Down below, Diamondhead ran past Skalamander's crystal shard attack as he batted them away before slugging his diamond-coated fists across Skalamander's body, much to the EVO's frustration as he roared in anger and tried to slam his club-like arm into Diamondhead's side, but he braced himself and was only moved back slightly before Diamond head quickly placed his arms onto the ground to send a diamond-pillar shooting out at Skalamander to send him flying outside the building in construction.

Kim meanwhile found herself on the defense of Biowulf's relentless slashes as she backed away on a girder leading outside. She backed towards the edge as she appeared to be about a hundred feet up from the ground with nothing behind her.

"Nowhere left to run, human." Biowulf told her as he brandishes his claws, his eyes glowing red with deadly intent.

Despite that however, Kim did not appear the least bit intimated. "Then by all means, come and get me." She challenged as she made a 'come here' gesture with her hand.

Biowulf responded with a roar as he leapt towards her, but Kim ended up bending her body back in a limbo-fashion before falling back and kicking her feet up to kick Biowulf off the edge and send him falling toward the ground, landing hard on top of Skalamander's downed body.

Van Kleiss backed up as he shot his gauntlet forward to send projetiles from his fingers towards Rex which he smacked away with his Smack Hands before trying to punch him, only for Van Kleiss to avoid them with relative ease. Rex panted as he kept his glare fixated on his enemy.

"What's the matter, Rex?" He taunted. "No witty remarks? No childish insults?"

"Shut up!" Rex shouted as he tried to punch him, only for Van Kleiss to swerve to the side before grabbing his arm with his elongated gauntlet, lifting him up and slamming him on the ground.

"Your words and actions tell me that you have great deal of resentment towards me. Please tell me what I've done to deserve such hatred." Van Kleiss said in a false sincere tone.

"You know perfectly well." Rex uttered as he tried to stand up.

Van Kliess smiled wickedly. "Oh that's right, your memories are back. And you must know about your parents." Rex practically snarled at him. "I'll take that as a yes."

However, before either of them could respond, Van Kliess looked in surprise as he jumped back to avoid the laser fire and electric bolts shot towards him from the sky as Illana and Octus came flying in and landing beside the recovering Rex.

As Van Kleiss jumped back, he barley just avoided the punch from Lance's Manus armor as he shot towards him from the sky. Just as the fist impacted the ground however, Van Kleiss shot his gauntlet at the armor's wrist and swung himself uptowards the face of Lance's armor, where he was able to deliver a punch that actually knocked the Manus down before Van Kleiss jumped and landed gracefully by the downed bodies of Biowulf and Skalamander.

He soon found himself surrounded as Danny hovered down behind him and aimed an ecto-charged palm at him, Kim landed on his right side via grappling gun and took a combat stance with Diamondhead appearing on his left, preparing to shoot a hail of diamond shards at him. Illana and Lance followed suit with their armors weapons as Octus helped Rex up.

"Well, it would appear that I am surrounded." Van Kleiss noted.

"Got that right, now how about some answers." Danny told him.

However, one of Breach's larger portals opened beneath Van Kleiss and his unconscious servants. "Perhaps another time." Van Kleiss bid farewell with an evil smile as he and the Pack began to vanish.

"No!" Rex yelled as he tried to stop them only for them to have already been gone, much to his frustration. "Damn it."

Diamondhead turned back into Ben as Illana and Lance deactivated their armors with everyone gathering around the frustrated Rex.

"Rex, are you okay?" Illana asked him with concern.

"No, I'm not." Rex said in a low tone. "Not until we have that psycho beaten and locked up."

"Just who is he anyway?" Lance questioned.

"His name is Van Kleiss, and apparently he and Rex have some issues." Kim said.

"You never mentioned him before." Danny said to Rex.

"He's not worth mentioning."

"I think he's worth mentioning now considering we just fought him." Lance stated. Though his tone could use some work, everyone else agreed with Lance.

"Rex, I think we're due for an explanation." Ben told his friend as he put a hand on his shoulder and looked to him in concern.

He gave a sigh. "What happened to that one EVO?"

"It's unconscious and lying in the ocean." Octus answered.

"Alright. First, I'll cure it, then we'll talk." Rex said before forming his Boogie Pack and taking to the skies. The group looked in concern towards their friend. For Rex to be so serious, to say that he and Van Kliess had a history would probably be an understatement.

**Done. **

**Once again, thank you for your patience. I hope this first part to Episode 6 is to your liking. (Also, as I said in an earlier episode, not all the Avengers will appear in all my episodes. So don't expect to see Ron, Rufus, Jake, and Zak in this episode. Look at "Justice League" and "Justice League Unlimited" for instance as not every member appeared in every episode.)**

**So, the Avengers have now officially met Van Kliess and have come to blows with the Pack, and it would seem that Van Kliess is controlling Breach with an improved version of Black Knight's collar, and she want's out. Rex will soon tell his teammates about his history with Van Kliess and while each of the Avengers as a personal enemy that has really rubbed them the wrong way, Van Kliess is a special kind as he knows exactly how to get under Rex' skin and has done plenty of things to truly deserve his hatred.**

**On another note: it seems that another chapter of the MCU has come to a close with "Avengers Endgame". That was a fun movie and a great way to bid farewell to some amazing and unique interpretations of our favorite comic book super heroes (though the MCU itself is still far from done, several more movies are coming). But there is one thing I want EVERYBODY to note (particularly to Malchior the Bad). My Avengers series my borrow a bit from the MCU, but it's not going to be an exact copy of it. I want to create my own unique story with my own set of characters as they all learn and grown in their own ways together that sets them apart from Marvel's avengers. So please, Malchior the Bad, please stop making these comparisons with my characters to the MCU characters, I would VERY much appreciate it if you would stop it. **

**(And please Malchior keep all reviews about the Avengers with my Avengers series. If you want to look at my other stories and write reviews, go ahead, just please don't mention anything about my Avengers if it's NOT an Avenger fic. I can't possibly make that any more clear. Thank you)**


	2. Part 2

**Hi everyone, thanks again for the wait, and happy (belated) 4****th**** of July! I really don't have anything else to say, so let us get started with the next chapter to Avengers Episode 6**

**Part 2**

After dealing with the Pack, Rex had been led to the unconscious Whale-EVO that Titan dealt with and left in the ocean. Rex was able to cure it without any issue and the whale was released into the wild, during the whole time, Rex was uncharacteristically silent, even when the team got back to the Mansion.

Rex sat with his arms-crossed and a serious expression on his face while Danny, Ben, Lance, Illana, Kim, and Octus all sat around the table in the Assembly Hall.

"Well?" Lance asked, expecting an explanation.

Rex sighed. "You remember when we were talking about our origins after that whole 'ghost-Mutradi' mess?"

"Yeah, you talked about how you're basically a mutant after this explosion called the Nanite Event spread those nanites all across your Earth." Danny summed up.

"That's just a basic sum up of it." Rex began. "The whole thing started when a bunch of rich guys called the Consortium wanted to live forever so they brought the smartest scientists from all across the world together; my parents and my older brother were on the team to. The nanites were made to cure disease, end hunger, pretty much make the world a better place."

"Well that does sound like a wonderful idea." Illana smiled, liking the concept of the most brilliant minds coming together to save the world.

"Yeah but turns out, not all the scientists felt that way." Rex continued. "And you just met him today."

"Van Kleiss?" Kim guessed.

"Yep." Rex nodded. "He was on the same team, but he didn't want to make the world a better place, he wanted power."

"You didn't mention that before." Ben noted, referring to when he and Rex first met and began to share each other's 'origin stories'.

"What do you mean by power?" Lance pressed.

"When I was a kid during the program, I had an accident." Rex explained. "To save my life, my parents injected me with special prototype nanites, the first batch they made. It worked, and it's kind of why I'm different from all other EVOs. Because my nanites were finished and programed, I could control my powers and do all the things I can do; build machines, talk to tech, etc. But that got those Consortium guys thinking 'how far can we take this?'"

"Let me guess, pretty far?" Kim raised an eyebrow.

"Yep." Rex confirmed. "By complete accident, they found this special 'Dominion Code' that let certain nanites control the very fabric of the universe, the Master Control Nanites. Put them all together, they'd pretty much make you a god."

That took the whole group by surprise. "Whoa. Are you serious!?" Danny questioned.

"Dead serious."

"I've seen that your nanites are powerful." Octus spoke. "But for that kind of power… I can't even understand how that be possible."

"I don't fully understand it either, but here's where things get interesting." Rex continued with his story. "When my parents and my brother found out the Consortium wanted to put these nanites inside themselves; they freaked out in a 'gotta save the Earth' kind of way. Turns out, that meant blowing the whole thing up! Better known as the Nanite Event."

Everyone had given Rex their full, undivided attention once he said that. "So your family started that whole mess?" Lance asked, almost accusingly. Something Illana didn't like as she spared Lance a glaring glance.

"Yeah, but good news, no more Master Control Nanites." Rex said. "Bad news, dangerous unprogramed Nanites were spread across the globe, which made all those EVO monsters. The rest I already told all of you; Providence, me curing EVOs, all that stuff."

"So where are these Master Control Nanites now?" Danny asked.

"They're inside me." Rex answered, taking everyone by surprise, but Rex raised his hand. "Don't worry, they don't work anymore. I had them shut down permanently so that no one could ever use them again, not even me."

"Yeah that's probably a good idea." Kim agreed. "But how does Van Kleiss fit into all of this?"

"Like I said, Van Kleiss was part of the original team of scientists." Rex continued. "But he didn't want to fix the world, he wanted power, he wanted to have the Master Control Nanites."

"So he was working for the Consortium?" Ben asked.

"No, he wanted it for himself." Rex replied. "He was caught in the reactor when it exploded; but somehow, he got a large majority of the nanites and was able to fix himself, and it gave him a butt-load of power! He can even make people into EVOs, pretty much every EVO in the world followed him and he wanted to use their power to take over the world."

"Wow, sounds like a real piece of work." Kim stated, already not liking him.

"So those EVOs that were following him today?" Danny asked.

"The Pack, they're basically his entourage." Rex simplified.

"But I thought you said you cured all the EVOs in your world!" Illana stated.

"Not all of them." Rex replied. "I had to leave a few the way they were; one of which is my own personal sidekick, and some of them actually used their powers to help the world."

"So why does Van Kleiss still have his powers? Same goes for his Pack?" Octus asked.

"My guess, Breach." Rex answered. "That girl who can make portals, he probably used her to escape the cure."

"Sounds like you two have quite a history." Ben noted.

"You have no idea." Rex said in a serious tone of voice.

"I don't think it's just a history." Danny said. "I mean, we've only seen bits but, you really hate him. Not the whole arch-enemy thing, like what I have with Vlad, or Ben with Vilgax, or Kim with Drakken."

Rex said nothing as he looked away with a scowl. Though Lance looked a bit persistent, the others looked towards him with concern.

"Rex, what did he do?" Illana asked in a tone indicating she probably wouldn't like the answer.

"Aside from trying to manipulate me with my amnesia, or trying to destroy Providence and hurting my friends… he killed my parents."

Everyone's eyes, including Lance's, all widened as they practically stood up out of their chairs once they heard that. It took a few seconds for it to fully register what their friend and teammate just said.

"What….?" Kim uttered in shock.

"Yeah." Rex nodded.

"You… you never said anything like that when we met…" Ben said.

"I didn't know at the time, I only just recently got my memory back." Rex said. "After my folks set the nanite reactor to blow up, all the scientists tried to evacuate, but Van Kleiss was trying to get the Master Control Nanites for himself, my parents caught him, so he locked them inside when the whole thing went up."

"I… Rex I… I'm so sorry…." Illana uttered. She couldn't imagine what that must have been like for him.

Lance said nothing but clenched his fists in anger; Rex really did have every reason to hate Van Kleiss. If he ever got the chance, Lance would probably fill the psychopath with holes and leave him for dead. Danny and Ben both scowled, their enemies threatened their families so they can understand a bit, but to actually loose them was a whole another story. Octus began to feel anger as well, a rare emotion for him as he was always in control. Even Kim felt sympathy for Rex as she put a hand on his shoulder, sitting closest to him.

"I'm really sorry, we all are." Kim said trying to give him some form of support.

"Thanks." That was all Rex could say. Though he was grateful for their sympathies, it didn't deter his own anger for the maniac that took his family away from him.

"Rex, believe me, I am sorry for all that, but we have to get back to the situation right now." Danny said. "Do you have any idea what Van Kleiss wants?"

"Don't know." He answered honestly. "At first we wanted to rule the world with an army of EVOs, but now that's kaput, I really have no idea what he's after."

"But what's he doing here on our Earth. How did he even get here?" Lance questioned.

"Seeing as how that Breach-character is capable of opening portals, could she be responsible somehow?" Octus theorized.

"Maybe." Rex shrugged. "I mean she's done pocket dimensions before, heck I was even trapped in one, but whole other universes? That's completely new."

"Speaking of Breach, when I fought her, she actually seemed reluctant." Danny told everyone. "She even said 'help me'."

"No surprise." Rex began to explain. "Breach was one of the original Pack members, but I convinced her to leave."

"Yet she was with him today." Lance recalled.

"Not of her own accord I'm guessing." Kim believed.

"No, she has a special collar that was made to control EVOs, so that's probably it." Rex said.

"So if we get that collar off her, could she maybe come to our side?" Ben asked.

"Maybe. I mean we did sort of become friends, so I'll say she'll definitely leave Van Kleiss, hopefully for good; but I can't say if she'll join the team." Rex assumed.

"But if we do free her, maybe she can tell us how he got here and what he wants." Illana assumed.

"So we better start looking." Danny stated.

"Van Kleiss maybe a murderous psycho, but he never does anything without a reason." Rex stated with a serious tone of voice. "If he's here, it must be for a reason. We find that reason, we find him."

* * *

The G3 station continued to hover in the cloudy sky as it usually does. The entire station was filled with either scientists studying whatever alien technology or biology they currently had in their position, or soldiers who maintained their stoic demeanor as they either trained or patrolled the hallways.

Two soldiers marched down a long hallway when suddenly a swirling red portal opened up in front of them. They halted and aimed their blasters at the portal as Van Kleiss and the rest of his Pack; including Biowful, Skalamander, Breach, and even the silent and mysterious I-Bol.

"Hold it! Identify yourself!" One soldier demanded.

Van Kleiss however smirked. "Very well, you may call me 'master'." He shot out his gauntlet as it grabbed one soldier by the chest. Immediately a yellow light shined upon contact as he injected nanites into the soldier's body. The soldier began to scream as his body changed; he grew out of his suit and took up the appearance of a black scaled bear with a reptilian tail.

The second soldier backed up in fear before Van Kleiss did the same to him and he transformed into a bat-like creature with wings for arms and tentacles for legs. The two newly created EVOs, both with the yellow handprint mark on their chests, bowed to their new master.

"Well then, shall we get started?" Van Kleiss proposed.

* * *

Rex tossed a basketball towards a hoop, but it bounced off before coming back to him. He repeated the same process, as he stood alone in the basketball court in the Avenger's Mansion backyard. He'd been doing this for a while, and after the tenth failed attempt, it bounced off the board and toward the side, where it was caught in the hands of a certain Omnitrix wielder.

"I know you're not the best b-ball player, but you're even more off your game than usual." Ben tried to joke a bit as he walked onto the court and tossed Rex the ball.

"Anything?"

"Not yet. Don't worry, we'll find him." Ben tried to tell his friend.

"He's a coward, but he's a smart one. So I know we won't find him till he wants us to." Rex tried to shoot the ball again, only for it to bounce off the hoop and back to his hands.

Ben sighed. "Rex, look I get that you really don't wanna talk about this, but… you know that we can…"

After another failed shot, Rex took the ball and formed his Smack-Hands to angrily throw the ball and obliterate the hoop and the ball itself before he slammed them hard on the ground.

"That bastard! He always knows how to get to me!" Rex exclaimed as he began to yell. "Ever since we've meet, he kept going on-and-on about how he knows my past better than anyone ever did; and I can't help but think maybe he's right! Maybe he knew me better than I did! I couldn't tell if he was lying or not! Now finally got my life back, I know my parents! Only to find out that _he _killed them! After everything he's done to me, to all my friends, all the lies and manipulation, all the killing! I want nothing more than to grab him and just…! UGH!" Rex yelled at the top his lungs as he smashed his Smack Hands onto the court, creating a small crater and causing Ben to stumble back in surprise before Rex withdrew his build and took many deep breaths to try and calm himself down.

To say Ben was surprised would be an understatement. The Rex he befriended was a cool guy to hang out with and loved beating up the bad guys. He'd even seen him get serious and even scared at a few points, but seeing him this enraged was something new to him. Yet at the same time, he understood. Van Kleiss was a manipulative, murderous, psychopath and he got to Rex more than times than even Rex himself would care to mention. Ben understood exactly how that felt, he stood up and walked towards Rex as he climbed out of the crater he made.

"Rex, I get it. I really do." Ben began. "When I was ten years old, during that summer when I first got the Omnitrix, I accidentally set it to self-destruct." That caught Rex by surprise as Ben continued. "And the result would have destroyed the entire universe… yeah it was that bad. But I really didn't give it much thought back then, cause I was just an arrogant, selfish kid looking for a thrill ride, and that almost got my cousin Gwen killed. She hated me, yet she still sacrificed herself for me, knowing she probably wouldn't make it, and it was entirely my fault."

"But, she's still alive though, isn't she?" Rex asked.

"Yes she is, but that sill doesn't change the fact I put her in that position." Ben continued. "I actually thought she did die, and that wasn't the only time. Five years after that, there was this big alien conspiracy led by this group called the Highbreed, and my Grandpa Max went to investigate it and he tried to sacrifice himself to." Ben stuttered a bit. "He knew that would only slow them down and… he entrusted me and my friends to finish the job. I know it's not the same as loosing your parents, but Grandpa Max was almost like a second dad to me. He taught me how to use the Omnitrix, and after learning he was a Plumber, he became my hero. So to see him go like that…" Ben sighed. "And yes he's back now, but I still got that memory in my head. And it still hurts even now."

Rex had calmed down a great deal as he listened to everything Ben said. When the two first met, Ben told Rex how he got the Omnitrix and gave him a brief history of what he's done with it; but he never opened up about sensitive information like this.

"And I've had more than my fair-share of bad guys who got under my skin to." Ben said. "You've already met Vilgax, but he wasn't the only one. I could count at least five or six that really manage to bring out the worst in me. So believe me, I understand what you're going through. I'm sorry about your parents and what he tried to do to you, but you know that's not all you have. I know you have friends, really good friends who care about you and will always stand by your side, right?"

Rex said nothing as he immediately thought of Six, Circe, Holiday, Caesar, Noah, Bobo, Tuck, Cricket, Skwydd or Walter, heck even White Knight came to mind. He even thought of that nameless Jungle Cat EVO that defected to his side, he wanted revenge on Van Kleiss for turning him to stone, and Rex can relate to that. He knew he wasn't alone.

"Yeah… I really do have some good friends." Rex said with a small smile.

"And I'm one of them, we all are." Ben continued. "Every single one of the Avengers knows how it feels, to have someone who ticks you off more than anybody, and even to loose someone close. Every one of us gets it; you know you're not alone. We're all here for you."

Rex chuckled a bit. "You make the Multiverse's mightiest heroes sound like some kind of therapy support group."

Ben laughed at the joke. "Yeah… sounds kinda wimpy, but it's the truth. We will find Van Kleiss, and when we do, let's kick his ass together. Deal?" Ben offered his hand.

Rex smirked. "Deal." He grasped his hand firmly.

Both of them soon heard a pulsing sound from each of their pockets, coming from their respective Avenger ID cards, which they each took out.

"_Guys, we found him!" _Danny's voice called from the other end.

"Where?" Rex questioned.

"_He's attacking G3!"_

* * *

Pretty much the entire base was in complete chaos. More than twenty percent of the whole crew had been turned into EVOs and had begun wreaking havoc throughout the floating fortress. Though the soldiers outnumbered them significantly, the EVOs' chaotic abilities made it far more difficult for the soldiers to subdue them, key word being subdued, as they were ordered to contain not to kill.

The command deck was in disarray as well as all the G3 troops at their stations tried their best to maintain control of the chaotic situation.

"We've lost contact with the forces on level 5!"

"Alpha squad has been ambushed, they're retreating!"

"Section 7-B is completely on fire! The blaze will spread to the armory on that level!"

"Beta squad is not responding!"

Solomon stood up, trying his best to remain calm. "Keep contact with all our available troops! Have them all fall back and rendezvous near the command deck!"

"Sir, if this keeps up, we will suffer heavy losses." One troop informed him. "We may need to take more drastic measures."

"No!" Solomon exclaimed. "They may be mutated, but those are still our people! Do whatever it takes to contain them, but do _not _kill!"

"Sir, I've received a response from the Avengers. They're on their way now, ETA ten minutes!" One troop told him.

"Good. Any sings on the intruder?"

"I have his position sir." Another troop told Solomon as he looked at the data on his screen. "He's… he's headed for the Omega lab."

Solomon's body stiffened. That's where they kept the remains of all the Mutradi Mega-beasts.

* * *

The scientists had all been evacuated and a squad of G3 soldiers stood at the main door with their guns aimed at it. They heard the sounds of battle coming from the other side, but stood firm, ready for anything. There was a brief silence before the door exploded outward. The soldiers opened fire but were knocked back by a flail of crystal shards from Skalamander.

This left them open for Biowulf to leap through the smoke, lashing out with his claws as he cut all of them down in less than a minute. He and Skalamander cleared the way for Van Kleiss to walk into the large chamber with Breach and I-Bol right behind him.

The chamber was very large, it was so large that it could fit a small neighborhood in it. It had to be big as it stored the massive remains of virtually every Mutradi Mega-Beast Titan had defeated. There were massive tanks filled with a yellow liquid to persevere the limbs or heads of the creatures, along with several smaller tanks filled with smaller organs all over the place.

"Look at all of this." Van Kleiss said as he walked through the chamber with the Pack by his side. "The remains of titans, how I wish I could have seen them all alive with my own eyes."

"Master, I am still unsure of all of this." Biowulf spoke up. "Are you certain they can be trusted?"

"We may have not have a choice in the matter, Biowulf." Van Kleiss answered. "Thanks to Rex, we've lost our whole world; EVOs are now an endangered species. Even the Master Control Nanites are useless, we've lost everything." As they walked through the chamber, they came towards a console built-into the wall with a large screen that had the recorded data gathered from the remains of the Mega-Beasts.

"And to add insult to injury, Rex has found very powerful allies. If we are to survive, then we must do the same." Van Kleiss finished.

"And I can understand your reasoning." Biowulf said. "But I'm uncertain if our new 'associates' have our best interest at heart."

"That I am well aware of, and that is why we are here now." Van Kleiss replied. "To assess what these Avengers are capable of and if aligning with our new friends is the best option to do so. If that proves to be the case, we'll work with them until our common enemy has been dealt with. Once it has…" A sinister smirk formed on his face. "We'll take their resources for ourselves and it use it to our advantage."

I-Bol walked towards Skalamander as the large sphere on its face changed to reveal the Avengers Quinjet flying through the skies.

"Van Kleiss, the Avengers are here!" Skalamander told his master.

"Of course they are, and now it's time to put them to the test." Van Kleiss' gauntlet extended a set of injectors from the fingers and he shot them into the console he was near before yellow electricity surged from his gauntlet and into the console.

The energy traveled along the ground, walls, and ceiling via the wires, cables, and circuits built into the massive lab, which also connected to all the large and small containers where the Mega-Beasts' remains were kept. The energy surged through each of the deceased organs and body parts, until they began to shift and move. One large container that even contained the head of one Mega-Beast began to twitch as the energy ran through it before it's eye opened.

* * *

The Quinjet shot towards the G3 flying fortress as fast as it could as Illana tried to contact it.

"Solomon we're here!" The princess said as Solomon's face popped up on the screen.

"_Good, we could really use your help right now." _

"What's the situation?" Lance, who was at the flight controls, asked.

"_Almost twenty percent of the crew has been mutated; we've been holding them off as best we could, but we're in trouble right now. Each one of them has abilities that we've never seen before."_

"Van Kleiss has turned them into EVOs." Rex said. "Did you kill any?"

"_No, we've managed to contain a few, but they're putting up a fight and we may be seeing losses soon if you don't get here."_

"We're on our way now, don't worry." Danny told him.

"I can cure your crew, just make sure you lock them all up." Rex said.

"Where's Van Kleiss?" Ben asked.

"_He and his team have entered the Omega Lab."_

"What's that?" Kim asked.

"_It's where we've store the remains of all the Mutradi monsters Titan has defeated." _

"Stored?!" Lance questioned. "You should have just destroyed all of it!"

"_Given how we knew little to nothing about the Mutradi at the time, we had to take samples to study so we could find a means of neutralizing them."_

"He does have a point." Kim pointed out.

"Doesn't matter, you should of…" Lance tried to speak but was interrupted by one of his teammates

"Guy's I'm detecting a large energy surge coming from the base." Octus informed. "It's rapidly expanding… its bio-readings indicate Mutradi but…"

"But what?" Danny asked.

"I'm detecting nanites! A lot of nanites!"

Before anyone could question any further; a large explosion erupted form the top of the flying fortress. It rocked the entire station, and even cut off transmission with Solomon as the whole team saw a massive plum of smoke coming out from the eastward end of it.

Out of the smoke however, a large, bulky, black hand rose and grabbed the surface of the fortress before a gigantic figure began to emerge from the clearing smoke. This entity was over five hundred feet tall as it revealed itself. Its right side was black and covered in scales at it had a massive armored arm, and a thin but long elongated brown arm below it. It had a single left appendage that was green and furry, almost two hundred feet long with the head of a living four-eyed dragon. It's entire body seemed to clash with black scales from the right side and dark purple skin on the left side with an open mouth on the left abdomen and on the chest was a living grey-skin head that seemed equivalent to that of an alien dog. Its entire lower body appeared to be made out of black goop. It also had a set of large black bat-like wings on its back with a beetle-like head on the top and massive horns.

The monster gave a loud ear-splitting roar that rocked the entire sky. All the Avengers on the Quinjet could only look in utter shock and horror at the abomination that stood before them.

"Yeah… that's bad." Rex uttered.

**Done. **

**Thanks for your patience once more; I hope this chapter is to your liking.**

**Rex has told the team about his history with Van Kleiss, and he is every bit as horrible as Rex described, having been responsible for not only his parents' death, but the suffering of countless other people on Rex's Earth. Ben was able to help Rex a bit as he said they'd help face his worst enemy together, but it seems Van Kleiss is ready for them. He has created a massive EVO from the remains of several Mutradi Mega-Beasts Titan has defeated. Specifically…**

**The Horned Monster ("The Steel Foe"), the Blob Monster ("Showdown at Sherman High"), the Electric Monster ("Lessons in Love"), the Dragon Creature ("Disenfranchised"), the Long Limb Monster ("Roar of the White Dragon"), the Bat Beast ("I am Octus"), and even that one Alien Beast ("Under The Three Moons"). **

**Look them all up on the wikia or re-watch those episodes if you want to look at all those monsters again and what they are capable of. Titan had enough trouble with just one of them, how will the Avengers deal with this abomination made from the remains of all these creatures, not to mention Van Kleiss himself and his small army of EVOs attacking G3 HQ? **

**Find out next time as we continue with Avengers of the Multiverse Episode 6**


	3. Part 3

**Hey everyone, thanks again for your patience. Well, here we are with the climax to episode 6 of my Avengers of the Multiverse series. Thanks for all your support. So without further delay, let us begin. **

**Part 3**

The abomination that was the amalgam of multiple deceased Mutradi Mega-Beasts gave an ear-splitting roar that rocked the entire sky as it had fully climbed out of the hole it made on the G3 base, standing at the far east end of the floating fortress.

The Avengers in the Quinjet had all been rendered speechless at the sheer appearance of the monster. Even Lance couldn't believe his own eyes.

"Holy crap…." Ben uttered in fear.

"What… is… that?" Illana stuttered.

"It appears to be made of multiple body parts from several of the Mega Beasts that Titan has defeated in the past." Octus replied.

"Uh yeah… I think we can see that." Kim pointed out.

"It's not just Mutradi however." Octus said, getting everyone's attention. "I can definitely sense a great deal of active nanites inside that thing."

"It's an EVO." Rex said with a serious expression. "Van Kleiss made it."

"A giant alien EVO made like Frankenstein." Danny stated. "Yeah this could be a problem."

The Mega-EVO-Beast turned it's dragon-head appendage towards the Qunjet as the dragon-head glared before it shot forward and opened its mouth to fire a large red laser beam from it's tongue. It appeared to hit the Quinjet, causing it to explode.

With a roar, the monster believed itself to be victorious. However, a bright flash of white light that grew to enormous mass caught its attention. The next thing that the monster saw coming was a giant fist across its beetle-like head to send it flying across the deck and off the ship. The monster used its bat-like wings to stabilize itself in the air as it glared at Titan that stood proudly on the ship.

The smoke from the remains of the Quinjet cleared to reveal Danny Phantom and Rex having formed a dual green and blue bubble-shield with Ecto-Energy and Rex's Block Party build. Rex also had his Rex-Ride that enabled Ben and Kim to stand with him.

"Thanks for the save guys." Kim said.

"Don't mention it." Rex and Danny said at the same time.

The Mega-EVO-Beast gave another roar as Titan took a running start along the fortress of G3 before jumping and using its boosters on its feet to fly and tackle the monster, driving it down through the clouds as the rest of the Avengers descended towards the ship. Danny deactivated his portion of the shield and grabbed Rex to turn himself and Rex, as well as Ben and Kim who were still holding on, intangible as they phased inside the base and landed in a hallway where Rex retracted his builds.

"You think they'll be alright?" Kim asked.

"Kim, its _Titan _we're talking about. They'll be fine." Ben said.

"Yeah, but we just lost our big gun; three of our strongest teammates." Danny stated.

"It's probably what he wanted." Rex said. "Why he made that thing in the first place."

"You think somehow Van Kleiss knew about Titan? How?" Kim questioned.

"Don't know, but it's definitely something he would do. Create a big distraction to take out the enemy's biggest gun before getting what he wants." Rex guessed.

"The guy's a real strategist, I'll give him that much." Danny granted.

"Rex, you know this guy, doesn't he have any weakness?" Ben asked his friend.

"Maybe." Rex tried to think before his eyes widened in realization. "It's nanites! _His_ nanites!"

"What do you mean?" Danny asked.

"Van Kleiss literally lives off nanites; probably due to being blown apart during the original event." Rex explained. "That fancy gauntlet of his isn't just for show, he used it to drain EVOs of their nanites, turning them into stone in the process. Before, he could barley leave his home of Abysus without it's nanite-infused soil; that is until he took my nanites, but even then he still needs a steady supply to keep himself alive."

"But since you cured almost every EVO in your world, that means he now has a limited food source." Danny realized. "And since he's probably been turning people into EVOs left and right here…"

"He's gotta be running on fumes right now. Especially after making that 'Franken-Kaiju.'" Rex said.

"That's taking a pretty big risk though." Ben noted. "Especially considering how smart you said he is."

"Maybe that's why he's here." Kim guessed. "Maybe he's planning on using something from G3 to sustain himself."

"We can find out after we find and beat the crap out of him." Rex said seriously.

"Right." Danny tried to access his communications. "Solomon, are you there?" There was no response. "Solomon?" Still no response. "It's jammed."

"So now what? I mean this place is huge! What are we gonna do, open every door till stumble on him by accident?" Kim questioned. "With Breach he can be anywhere on the ship!"

* * *

_Five Minutes Earlier _

"Report in now!" Solomon ordered as several of his men continued to work the controls.

"We've lost contact with the Omega Lab! All indications point out to it being compromised!"

Solomon looked toward the screens up front to see the Mega-EVO-Beast roaring on the roof of the base and couldn't contain his surprise. This was a nightmare! How could one man do all of this?!

"Where is the intruder now?!" Solomon questioned. However, he received his answer in the form of a swirling red portal opening behind him as all the G3 agents in the room took out their guns and opened fire.

They didn't even get a second to shoot however as several crystal shards shot out of the vortex to scatter many of the agents, including Solomon who jumped out of the way. Skalamander roared as he ran out of the portal, followed by Biowulf as he leapt into the air and lashed his claws at the agents to cut many of them down.

Solomon charged directly toward Biowulf who tried to slash at him as well, but Solomon had swerved out of the way and grabbed Biowulf's wrist to throw him directly at Skalamander and knock him down as well. However Solomon just noticed an incoming object out of the corner of his eye and just barley swerved to dodge a certain elongated gauntlet as he jumped back to see Van Kleiss himself stepping out of the portal with Breach and I-Bol close behind him just as the portal closed.

"Get off my ship!" Solomon pulled out a laser-pistol from his jacket and opened fire on Van Kleiss, only for the megalomaniac to duck as he lashed his gauntlet out at Solomon again, only for him to jump over it and directly towards Van Kleiss with a kick, which he was barley able to avoid. Solomon followed through with multiple punches towards Van Kleiss' chest to knock him back slightly. When Solomon tried to deliver a roundhouse kick, Van Kleiss was actually able to catch his foot with his gauntlet before extending it and dragging him along the wall before throwing him across the entire room, slamming hard on the wall before falling down. He tried to pick himself back up, only for Biowulf to pin him down.

Van Kleiss walked toward him with a smug and taunting grin. "I do believe you mean, _my _ship." He reached his gauntlet to grab Solomon by the shoulder before a yellow light shinned and Solomon began to change and shift. His body grew as his skin became black and he transformed into something akin to a humanoid panther with a single eye on its chest and a second mouth on its tail.

"Master, look!" Skalamander said as he pointed to the screen on the bridge to see Titan standing against the Mega-EVO-Beast.

"So, this is the Avengers' greatest weapon. Titan." He smirked. "Quite impressive." The Pack looked on the screens to see Titan flying and tackling the Mega-EVO-Beast and flying with it away from the ship. "That should keep it occupied. I-Bol, see if you can find Rex and the rest of his comrades. No doubt they are here as well."

The silent EVO walked toward the console and injected a set of claws into it as several different numbers and data-streams were shown on it's single eye-like appendage on its head as the screens themselves shifted to static briefly, before camera images appeared to show Rex, Danny, Kim, and Ben having just entered the hallways.

"They're here." Biowulf stated. "What would you have us do, Master?"

"I would like you to keep the rest of the Avengers occupied, while Rex and I catch up and I-Bol, continues to work. Breach, if you would?" Van Kleiss instructed as the controlled Breach began to open several portals.

* * *

"So now what? I mean this place is huge! What are we gonna do, open every door till stumble on him by accident?" Kim questioned. "With Breach he can be anywhere on the ship!"

Right as she said that, a large red portal opened up beneath the group, catching them by surprise.

"Speak of the devil." Kim did not see that coming.

Danny, Kim, and Ben we're both being sucked into the portal; while a smaller portal opened behind Rex as Van Kleiss' gauntlet stretched out and grabbed him by the back of the jacket and pulled him in just as the rest of his teammates we're finished sinking.

* * *

A portal opened up from the air as Ben, Kim, and Danny all fell out and landed on the ground.

"Where are we now?" Danny questioned.

"Still looks like we're in the ship." Ben looked around to see the group was now in a massive chamber that seemed big enough to even hold Titan himself.

"But where's Rex?" Kim asked. "He's not with us."

"You should be more concerned with yourselves right now."

They looked upwards to a bridge twelve feet above them to see Biowulf, Skalamander, and Breach all standing in attendance; along with at least two dozen different EVOs all above them on the upper floors that gave all sorts of snarls and roars.

"Oh you've got to be kidding me." Kim's eye lids lowered in annoyance as Biowulf and Skalamander all jumped down, followed by the rest of the EVOs as Kim took a combative stance, Danny readied his Ecto-energy, and Ben transformed into Four Arms.

* * *

Rex slammed hard against the wall and groaned as he tried to pull himself up. "You never do cease to disappoint, Rex."

He glared up at his hated enemy as Van Kleiss stood in the middle of the ship's bridge while I-Bol continued to work at the control console.

"Why are you even here?" Rex questioned. "You never go anywhere without a reason. How'd you even get here anyway? Breach might be able to do pocket dimensions, but I doubt she can do parallel earths. You barley managed time travel with her."

Van Kleiss had a bit of half-smirk. "Yes that was rather disastrous, wasn't it? As for your more broader question; let us just say you're not the only one who's made new friends recently."

Rex sighed. "Still playing head games, huh? Fine. How about we play one of my games." Rex formed his BFS. "See who can cry 'Uncle' first!" Rex gave a yell as he charged at Van Kleiss who responded in kind.

* * *

Titan and the Mega-EVO-Beast grappled each other as they flew and tumbled throughout the clouds. However, the Mega-EVO-Beast was able to send a charge of purple electricity throughout its entire body that seemed to shock Titan and knock it off. This left Titan open for the monster to shoot a large blue energy beam from the mouth on it's chest, a green energy beam from in-between the horns on it's beetle-like head, and another red beam from its dragon-head appendage. All three beams hit Titan to send it falling hard and crashing along the ground.

Titan crashed and skidded along the empty valley as it tried to stabilize itself. Titan then tried to stand up as it looked to see the Mega-EVO-Beast landing on the ground, the blob portion of its bottom half softening the impact.

"_Just look at that thing." _Illana said in awe and fear. _"It's like every monster that we've faced in the past come back to haunt us."_

"_We've beaten them all before, we can do it again." _Lance stated as Titan formed a sword in its hand and flew right at the monster. Titan tried to slash at it, but the monster raised its larger and bulky black hand to actually catch the sword, while using it's elongated brown arm to slap Titan away and send it rolling back.

Titan landed on its feet just as the Mega-EVO-Beast shot another green energy beam from its horns, forcing Titan to create a shield with its arm to block the attack. The monster pressed forward with another blue beam from its chest-head, and yet another red beam from the dragon-head appendage. All three beams condensed onto Titan's shield as it struggled to hold it back.

"_Our shield is about to give out! We can't hold back!" _Octus exclaimed.

"_We need to get some distance!" _Lance ordered as Titan threw back the shield, barley avoiding all three beams that shot past it and exploded on the ground far behind them.

Titan took to the air once more and readied a bow-and-arrow construct as it shot an arrow at the monster. However, the blob portion of its lower body began to quickly grow and expand around the rest of its body, incasing it in a dome-like shield that quickly hardened right as the arrow hit and exploded, barley causing a dent in it. Titan tried to lay a volley of explosive arrows while flying around it; after ten or so more arrows, a large explosion erupted that created a large crater. However, the smoke cleared to reveal the hardened shield still intact. The rock-dome began to quickly crack however before it exploded in a large surge of purple electricity as the Mega-EVO-Beast roared.

The wave of purple lightning shot out all around and hit Titan; causing its three minds inside to briefly loose control of its flight, forcing Titan to fall on the ground. Lance, Illana, and Octus tried to regain control as Titan struggled to stand up.

"_This is insane!" _Lance exclaimed. _"Its attacks are not only devastating, but we can't seem to get a good hit on it either!" _

"_I still can't believe this monstrosity is the work of one man." _Illana said. _"Rex wasn't kidding when he told us how much trouble Van Kleiss was capable of." _

"_That may be this monster's weakness." _Octus said, catching the others by surprise.

"_What do you mean by that?" _Lance asked as Titan formed its shield again and ran to move out of the way to avoid another energy blast. As it ran behind the monster, the dragon-head-appendage stretched over its own body and shot another blast, forcing Titan to form its sword to slice and parry it.

"_During our battles with all the Mutradi Mega-Beasts, I scanned each of them." _Octus began to explain as Titan continued to maintain its distance and play defense from the Mega-EVO-Beast's long-ranged attacks. _"Though they are all Mutradi, they are different species, each with its own unique biology. It should be impossible for their different biological systems to cooperate like this. It just isn't natural." _

"_So how come we're seeing it with our eyes?!" _Lance questioned as Titan used its jet boosters to perform a standing-long-jump to avoid another trio of laser blasts and flip over the Mega-EVO-Beast and land on the other side.

"_It's gotta be those nanites!" _Illana guessed. _"There's just no other way."_

"_Exactly." _Octus continued as Titan continued to avoid more of the energy blasts and attacks. _"Rex said how Van Kleiss was able to turn living creatures into EVOs and control them; meaning that the nanites he uses are actually programed to obey him. I saw how Rex cured that one EVO when we first met Van Kleiss and I scanned him as he did it. His body actually absorbs many of the nanites and extracts them from the host bodies while simultaneously deactivating and reprograming them. During the process, the energy bonds that keep the system together is broken and repaired separately so that the host can no longer mutate."_

"_Meaning what exactly?" _Lance questioned once again as Titan tried to go on the offensive and shoot an energy beam from its palm, forcing the Mega-EVO-Beast to bring up it's hardened shield again to block the attack.

"_I think I may be able to replicate the same sort of process." _Octus summed up.

"_Wait… you can cure that?!" _Illana was so surprised that Titan stopped it's attack, allowing the monster to break out of its own shield before it shot into the air with its bat-like wings and shot down towards Titan.

"_Cure what?! It's basically a mashed up pile of Mutradi carcasses!" _Lance stated as Titan ran out of the way as the monster crashed into the ground to create a large tremor that shook the area.

"_Well I can't exactly cure it." _Octus explained. _"Only Rex can do that. I can only assume it has to do with his own unique nanites bonded with his own biological systems. But I can target and isolate each of the individual nanites inside that monster's body. Then I can send a powerful electric charge throughout its own systems that should destroy all the nanites."_

"_And without that, it'll fall apart like a house of cards!" _Lance exclaimed as the Mega-EVO-Beast stood out of its pile.

"_Octus, how long do you need to have that ready?" _Illana asked as Titan stood its ground to face the monster.

"_Maybe ten minutes. It needs to be calculated precisely for this to work." _Octus replied.

"_Until then, we stand our ground." _Titan formed its kusarigama weapon, holding the scythe-end in one end and spinning the chain-end around in the other.

The Mega-EVO-Beast roared again as it shot another attack at Titan, who charged directly at it in response.

* * *

_G3 Headquarters_

Several EVOs had jumped down and piled on top of Four Arms, only for him to shoot out all his arms to knock all the EVOs off him. He grabbed one by the leg and spun him like a makeshift weapon to knock back several other EVOs. However, Four Arms wasn't prepared for Biowulf to pounce onto him and slash at his chest, causing Four Arms to yell in pain. He growled as he grabbed both of Biowulf's claws with two of his arms and used the other two to deliver a devastating upper-cut to send him flying upward, but Biowulf was able to catch himself on a railing several stories up before jumping down from platform-to-platform back down towards the battle.

Danny fired beams of his cyro-energy at several EVOs around them in order to freeze and contain them, as opposed to seriously injuring them as they were still G3 agents. Hoefully Rex could cure them later. Danny was forced to turn himself intangible to avoid the crystal shards shot at him by Skalamander on the ground. Danny then flew directly at him and laid several punches across his body before giving a roundhouse kick to Skalamander's already twisted head and knock him down.

Kim wasn't having as much fun with a trio of EVOs chasing her as she ran toward a large pillar at the far side of the massive chamber. She jumped and ran up the pillar and back-flipped over the rabid EVOs as they ran smack into the wall. However Kim could just barley avoid the portal shot towards her as she looked to the side to see Breach. Kim ran towards her to try and deliver a kick, but Breach opened a portal in front of her, as Kim couldn't react in time as she fell in.

The portal opened all the way to the top of the large chamber as Kim began to fall. However, she didn't fall very far as Danny quickly flew in and caught her before landing close to Four Arms as they were almost completely surrounded.

"We're barley making any progress here." Danny stated with a growl of frustration.

"And who knows if there are any more EVOs in the ship." Kim added. "And we have no idea where Rex is!"

"Probably with Van Kleiss." Four Arms guessed.

Danny tried to think of a strategy quickly. There was little doubt Van Kleiss had all this planned. He created a monster to remove Titan from the area, and he isolated Rex while keeping the rest of the team busy with a small army of EVOs. Danny hated to admit it, but Van Kleiss was actually a brilliant strategist. He looked at Breach as she stood alongside Biowulf and Skalamander as an idea came to mind.

"Ben; transform into one of your fastest aliens and find Rex!" Danny ordered. "Kim and I can handle all this."

"And leave you guys here?! No way!" Four Arms exclaimed.

"I gotta go with Ben on this one Danny." Kim added. "We're just barley holding our ground _with_ Ben's help."

"We might have an extra player here." Danny explained. "If we can get Breach's collar off, maybe she can come over to our side and she can tip this whole mess in our favor! But Ben, _you_ need to find Rex! Van Kleiss wants him for something and I don't want to know what it is! You're the fastest on the team, and you've already built a strong friendship with Rex; he'll listen to you if you help him out!"

Ben realized that Danny was right. Before they even formed the Avengers, Ben already had a solid friendship with Rex. Van Kleiss could definitely get into Rex's head again and play all sorts of mind games and make him loose his focus, but Ben would be able to help him to regain his focus and if they worked together, not even Van Kleiss would stand a chance.

Four-Arms then pressed then Omnitrix symbol on his chest and transformed into XLR8. "Alright, good luck guys." With that, XLR8 zoomed out of the chamber, knocking down several EVOs along the way.

"You know we just lost our most powerful player, right?" Kim asked.

"Yeah." Danny said. "All we gotta do is get that collar off."

"Easier said than done." Kim said before smiling. "But then again, when is it ever easy?"

Danny smiled back. "Let's do it!" Both of them gave warrior cries as they charged right into the larger group of enemies.

* * *

Rex swung his massive sword at Van Kleiss repeatedly, only for the mad scientist to dodge each blow. With a vertical-downward slash, Van Kleiss wrapped his elongated gauntlet around the blade before using his own strength to pull Rex in for a punch to the gut, followed by one to the face, before flinging him across the room to the far wall at the back end of the room.

The teenage EVO hero groaned as he pulled himself up. "How are you still going? You made like what three dozen EVOs plus your little wannabe Kaiju! You gotta be running out of nanites by now!"

Van Kleiss smiled. "I'm actually impressed that you remembered that. Unfortunately for you Rex, that's no longer the case." He lashed out his gauntlet again to impale Rex in the chest with his injectors, causing Rex to yell in agony. "After your little 'world-wide cure', there were barley any active nanites left in our world. So, I had to adapt. I won't bore you with details, but I found a new way to sustain myself. I no longer need a constant influx of nanites."

Rex looked beyond surprised as he was, for the first time in a long while, rendered speechless. Van Kleiss doesn't need to feed off nanites anymore?! How is that even possible!?

"However, while I may not need to live off nanites; your Omega Nanite still has value." Van Kleiss continued. "Consider it insurance." Rex then felt an intense pain as Van Kleiss sunk his gauntlet's injectors deeper into Rex to try and pry his nanites out. "It truly is a pity Rex. Had you joined me when we first met, you could have been my right hand! But now, you're going to die as you've always lived: all alone."

Before Van Kleiss could continue however, a blur shot past him as he felt a powerful force smack him in the face; forcing him to let go of Rex while also sending him flying and smacking hard into the wall. Van Kleiss looked in surprise to see XLR8 standing in front of him.

"Too bad for you, he's _not_ alone." XLR8's faceplate closed again as he zoomed at Van Kleiss and hit him repeatedly while circling around him before slamming his tail into his abs to knock him all the way to the other side of the room before zooming right toward the stunned Rex and changing back to Ben.

"Ben I… how did you….?"

"Remember what I said before?" Ben smiled as he offered Rex a hand. "About us kicking his ass _together_?"

Rex smiled back as he accepted his friend's hand and stood up while the two faced the recovering Van Kleiss.

"And that's why I always shot down your offers, VK." Rex told him. "Why would I be your servant, when I already got all the friends I could ask for."

Van Kleiss frowned as he stood up. "Very well then. Your friends can all die with you!" He shot his gauntlet at them again; forcing Ben and Rex to scatter as the former activated his Omnitrix to transform into Swampfire who shot a large stream of fire at Van Kleiss.

The attack hit him dead on as he used his own strength to pry the metal from the floor to act as a shield; but this left him open for Rex to come in with a Funchuck in his right hand as he bashed Van Kleiss back with it who tried to lash his gauntlet out again, only for Rex to form his Block Party shield in his left hand to block it.

Swampfire then came charging in and punched Van Kleiss across the face before following through with several more slugs. However, Van Kleiss was quick to recover as he punched Swampfire back before grabbing his head with his gauntlet and stretching it out to slam Swampfire into Rex. Unfortunately for the mad scientist, Swampfire had already transformed again, this time into Rath as the stronger alien grabbed the gauntlet right as he landed on his feet and pulled it and Van Kleiss into a powerful fist that sent Van Kleiss crashing into the ceiling before falling down.

"Let me tell you something Van Kleiss, self-proclaimed leader of all EVOs!" Rath began. "You may be a scientist with a big brain and an even bigger ego, but Rath's fists are even bigger than that!" He roared as he raised both his fists and brought them down onto the ground just as Van Kleiss rolled back and tried to pick himself back up.

"Heads up!" Rex called out from behind as Van Kleiss turned around to see Rex's punk busters kick him into the air like a soccer ball, where Rath met him in the air to deliver a devastating kick of his own to send him crashing and breaking through the wall.

Rex chuckled a bit. "Almost forgot how good of a tag-team we make."

"Let me tell you something Rex Salazar!" Rath exclaimed. "Rath and Rex don't make a 'good' tag-team. Rath and Rex make the _best _tag-team in the history of tag-teams! Now give me a high-five so we can tag-team this guy's ass into oblivion!"

Rex laughed as he high-fived Rath before they both charged directly at the recovering mad scientist.

* * *

Danny flew at high speeds directly towards Breach as she disappeared into her own portal before reappearing behind Danny to land a kick; as he was barley able to avoid a claw slash from the EVO that was recently Solomon by turning intangible. He saw he was quickly surrounded by several more EVOs.

"Can't get to Breach like this. Gotta get some breathing room." Danny uttered to himself as he flew straight up into the air, he didn't get more than thirty feet high as another Breach portal opened up and she tried to punch him, but he flew backwards only to almost back into another Breach portal where she kicked him across the face. Danny found himself surrounded by several more portals as Breach continued to punch and kick him; while Danny simply guarded himself in order to find a good opening.

Meanwhile; Kim leapt onto the head of one EVO and bounced from head to head, heading directly for Skalamander who tried to shoot a hail of crystal shards at her, but she jumped from one EVO's head and higher into the air to avoid the attack where she flipped multiple times before landing both her feet hard into Skalamander's face and using it as a springboard to propel herself straight upward, the force knocking Skalamander down onto the ground.

Kim was able to make three stories up where she grabbed the railing along a side platform and pulled herself upward with a flip. However, she didn't have enough time to rest as Biowulf had already leapt up to her and slashed towards her, his claws easily cutting through the railing as she slid away from him.

The young spy noticed some stray rods on the ground from the railing Biowulf sliced up. She quickly picked two long pieces up and spun them around like a pair of batons before taking a battle pose.

"What do you say, fido? Shall we dance?" Kim challenged.

Biowulf growled in response as his own eyes glowed red before charging at her with his claws. She was able to block and parry each of his claw strikes with her make-shift weapons before she spun her left rod to knock back one of his claws and strike Biowulf across the face before she jumped into the air above him while he was disoriented and swept her feet to knock him down. She was about to bring both her rods down on him, but Biowulf caught them in his claws before pulling back his feet and kicking her back.

Kim could only watch in shock as Biowulf sliced her makeshift weapons like they were made of tissue paper. He glared at her as her skills reminded him of a certain green-suited man from Providence that he had a personal grudge with; giving him all the more motivation to slice her up.

"I'm going to enjoy cutting you to pieces."

Kim laughed nervously. "You didn't have all your shots before you turned, did you?"

Biowulf said nothing as he leapt at her again with his claws, forcing her to cartwheel back and avoid his onslaught.

Meanwhile; Danny was able to keep himself steady, fully bracing for Breach's continuation of punches and kicks from multiple portals. He just had to keep this up. Wait for the right moment. That moment came when both of Breach's enlarged arms shot towards him, as Danny caught both of them.

"You tried that trick before. Guess being programed doesn't account for adaptability, does it?" Danny said as he charged his cyro-Ecto-energy through his arms to her body, causing her arms to freeze as the ice traveled through her portals. Breach's own body soon revealed itself as the upper half of her body was almost completely frozen up to her neck, where her collar was.

Breach's blank look appeared to fade as one of resistance was being formed. Danny concentrated his ice powers to the point where the collar was completely frozen.

"Sorry about this." Danny apologized as he charged his Ecto energy through the ice and into the collar, causing it to short circuit and break apart. Breach then screamed in pain as the collar broke off and she lost consciousness, and her grip over her powers as she began to fall.

Acting quickly, Danny flew in and caught her bridal-style before flying toward an upper level and setting her down gently as her eyes began to flicker open.

"Hey, are you okay?" Danny asked.

"I… is… is this real?... Or a…dream?" Breach stuttered.

Danny was a bit surprised before he gave a reassuring smile. "It's real; don't worry, I'm a friend. My name's Danny, I work with Rex."

That caught Breach's attention. "Rex?" She tried to stand up. "Is he here?"

"Yeah. Listen, I know you we're just being controlled and all, but we really need your help." Danny said.

"Control…" Breach's eyes widened before a scowl appeared on her face. "Van Kleiss."

Biowulf lashed at Kim's back, causing her to scream in pain as the impact sent her falling off the railing and landing down hard onto the ground, breaking her right arm in the process as it took the brunt of the impact. She groaned in pain as she felt her broken arm while gazing up at the many EVOs that surrounded her, including Biowulf who jumped down and landed alongside Skalamander.

"No one can help you. You're all alone now." Skalamander stated

Almost in direct response to his statement; several red portals opened up along the floor as all the EVOs fell in before the portals disappeared and a salvo of Ecto-beams blasted both Biowulf and Skalamander back as Danny came flying in while grabbing both of then by their necks and flying straight up before tossing them into the air and shooting them even higher up with powerful Ecto-beams from his hands. They were propelled upward right into a large red portal as a second one opened along the ground and both were shot out and crashed hard into a wall before falling unconscious.

Danny flew down towards Kim as Breach appeared via a portal next to her. "Kim, you okay?" He helped her up.

"Aside from a broken arm and a large dog scratch on my back? Yeah, just peachy." Kim joked with a grunt.

"Hang on." Danny was quickly to apply a thin icy-coat to her scratch-wound as well as her arm a bit and spread a thin layer of ice while not entirely freezing her arm. "It should seal your wound so it doesn't get infected as well as numb the pain, a bit of a makeshift cast for your arm to. It's not much, but it should hold till we can have Octus or a doctor look at it."

"Thanks." She looked towards the other individual in the room. "Breach, right?" She nodded silently. "I should say thanks to you to. What happened to all of them?"

"I put them in my safe place. They won't be a problem." Breach said.

"Well, at least till Rex has a chance to cure them." Kim said as Breach looked at the two of them with one simple question and a hate-filled look in her eyes.

"Where is Van Kleiss?"

* * *

Titan flung the chain end of its kursagami weapon to entangle the dragon-head-appendage before planting its feet firmly onto the ground and heaving forward, pulling the Mega-EVO-Beast forward as Titan lashed out it's scythe weapon to cut off both the dragon-head-appendage as well as the elongated arm before the monster skidded to a halt past Titan.

The creature roared as it picked itself back up before black goop began to fill in the holes where its missing limbs were before the goop lashed out at Titan. Its weapon couldn't slice through any of this and Titan was forced to loose it as the Mega-EVO-Beast sent a charge of purple electricity through its goop-arms and into Titan; causing Illana and Lance inside to yell in pain.

"_We can't take much more of this!" _Illana exclaimed.

"_We don't have to! Everything's ready now!" _Octus stated.

"_Then it's time we end this!" _Lance shouted as Titan formed dual blades in both its hands to cut away the goop ensnaring it; forcing the Mega-EVO-Beast to retreat its limbs just as Titan activated its feet boosters and shot at the monster with intense speed. Titan then grabbed the monster by the head.

"_Initiating nanite destruction charge now!" _Octus yelled as a surge of white energy shot from Titans arms and into the Mega-EVO-Beast, causing it to roar in absolute agony.

The energy surged through nearly every molecule of the monster as it worked at an a microscopic level. The nanites were all hit by the energy as every single tiny machine throughout the creature's body was overcharged with a surge of energy before each individual nanite began to explode; causing a chain reaction. Titan backed let go and flew away as several small explosions erupted all across the Mega-EVO-Beast before it went up in a flash of light.

***BOOM!***

Titan covered its face as the explosion shook much of the area. When the bright flash cleared, there was nothing left but a crater of where the monster once stood.

"_Let's see him make an EVO out of that!" _Lance stated with a confident smirk on his face.

"_Great work Octus!" _Illana congratulated.

"_Thanks, that may have been the toughest battle we've had yet." _Octus stated.

Titan stood for a bit before a red portal opened a bit away from it, up on the same level of its head as the giant hero turned to see Danny fly out of it and wave to Titan.

"Hey guys, looks like you're all done here." Danny said. Titan nodded in response. "Good, then let's finish this."

* * *

_G3 Fortress – Bridge_

Van Kleiss was sent flying by a punch of Rex's Smack Hands right towards Wildvine as he lashed out his tendrils to ensnare Van Kleiss while in midair, and used the momentum to slam him hard onto the ground for a more painful impact.

"Oooh, that's gotta hurt." Rex did a fake wince with a cocky grin, as he was glad to see his archenemy in such pain. However, said enemy wasn't done yet as Van Kleiss lashed out his gauntlet again and grabbed Rex by the throat as he swung him across the room and slammed him hard onto Wildvine to knock him back.

Van Kleiss seemed to completely loose his patience as, while still holding Rex, stretched his gauntlet far to the other side of the control room and heaved him to slam Rex's body hard onto Wildvine before retracting his gauntlet.

The maniacal EVO breathed heavily as he was still in a great deal amount of pain before standing up straight. He slowly and menacingly walked towards the recovering Rex and Wildvine, the later was able to stand up easier.

"Come on Kleiss, we can do this all day." Wildvine said with a smirk.

They wouldn't need to however as a red portal opened up to Van Kleiss' right side and a large fist courtesy of Lance's Manus Armor slammed across Van Kleiss body to send him realign to the furthest side of the room, close towards the main door. But that wouldn't be the end of it as Danny, Octus, and Illana in her Corus Armor, all came through and shot a combination of an Ecto-beam, white electricity, and a blue energy blast right at the recovering Van Kleiss to completely tear the wall down and have the rubble pile on top of him.

"Huh, what took you guys so long?" Rex cracked as Wildvine transformed back into Ben.

"Sorry, had a bunch of rabid EVOs to fight off." Danny joked back as Kim herself walked through the portal and joined everyone else, still supporting her broken arm with the ice-cast Danny made.

"Yeah well, we took care of the big boss so, you're welcome." Ben cracked as he and Rex shared a fist-bump.

"Yeah-yeah." Kim waved with a grin and a shake of her head.

Rex noticed her arm and his smile faded. "Kim, you okay?"

"I'll live, nice to have you back Rex." She said honestly as it seemed his happy and cocky attitude returned.

"Glad to be back." He nodded as he turned toward the swirling red portal with a knowing smile. "Glad to have you back to, Breach."

Breach herself was the last one to walk out of the portal before it closed and she smiled at Rex. "Hey, what are friends for?"

They all heard a groan as they saw the injured Van Kleiss try to pull him out of the pile of rubble. Lance was the first to point his armor's machine-gun cuffs at him.

"You better not move if you know what's good for you." Lance warned.

"Here. I don't want these anymore." Breach outstretched her hand as a portal opened up in front of her and the unconscious bodies of Biowulf and Skalamander landed next to him.

"Once again, epic fail Kleiss." Rex taunted. "Now we got some questions for you, and you are going to answer them. So, you wanna do this the easy way, or the fun way? Please say the fun way."

"How did you get here to this Earth? What do you want?" Illana questioned as well as everyone kept their eyes trained on him.

Van Kleiss was on his hand and knees as he took multiple deep breaths before he looked past them. It would seem that not one of them, not even Ben or Rex who we're fighting him the entire time, noticed I-Bol in the room still at the main control console. The silent EVO had finished its work as it turned to its master and nodded.

"'What do I want'?" Van Kleiss said with a slight chuckle. "I already have it!" In a sudden flash of inhumane speed, Van Kleiss had lashed his gauntlet out straight towards Octus. His injectors pierced not only Octus' outer body but also even his central unit as his body began to surge, shifting between his normal form, and his holographic disguises of Newton and Dad.

"Octus!" Illana exclaimed in shock as none of the other Avengers saw that coming. Using this surprise, Van Kleiss pulled Octus back with his gauntlet and wiped him outward to knock all of them back before he grabbed I-Bol and pulled him back towards himself and his downed Pack members.

"Rex." Van Kleiss said as the teenage EVO hero turned to his enemy. "It was good to see you again. And I'm looking forward to our next meeting." He pulled out an odd device and pressed a button before a white flash blinded the entire group. The flash subsided as Danny, Lance, Rex, and Ben we're ready to attack only to find Van Kleiss and his allies had all vanished completely.

"What just happened?!" Danny questioned in surprise.

"Where did he go?!" Lance questioned in frustration.

Rex however glared and gave a slight growl. "Not again." He groaned.

Ben turned around to see something that caught his immediate attention. "He can wait, right now one of our friends is down." The group turned around as Lance deactivated his armor and ran to the downed Octus with everyone else, while Kim and Illana we is already there. Breach stood nearby as well, but kept her distance.

Octus body continued to glitch a bit between his hologram disguises. "Octus! Octus! Come on, don't you dare disappear on us! Not again!" Illana pleaded as it looked like she was almost ready to cry.

However, that would not come to pass as Octus stopped shifting and his natural body slowly began to stand up. "I'm alright. I'm alright."

Illana and Lance both breathed a huge sigh of relief as everyone else looked just as relieved as well.

"Octus, are you okay?" Lance asked.

"Yes… I should be fine." Octus assured them.

"Do you know what he did to you?" Ben asked.

"I'm not entirely sure." Octus stood up fully. "I am not detecting any sort of viruses or malicious programing throughout my systems. Although, I did detect a small energy drain during contact; not enough to be fatal however. I should be just fine."

"Well, I'm just glad you're okay." Illana said with a smile before giving one of her closest friends a hug.

Rex smiled to before turning toward Breach who looked a bit awkward, feeling like the odd one out. "Hey, you okay?" He asked her.

She nodded. "You've got questions for me, don't you?"

"Yeah, but that can all wait." He gave an assuring smile. "Right now, let's get this place cleaned up."

* * *

It took several hours; but Breach was able to pull back all the EVOs she stored in her pocket-dimension, and Rex was able to cure every single one of them, Solomon included. They and Kim also received the proper medical attention. Due to G3's advancements in technology and medicine, her scratch wound and broken arm were mended almost good as new, though her arm would still be sore for a couple of days. Once that was all done, the Avengers escorted Breach back to the Mansion as they all sat in the Assembly Hall to ask her some questions about what Van Kleiss would have wanted.

"You don't remember anything?" Illana asked with surprise.

"I remember everything and nothing." Breach said with regret.

"So… that's a 'no' then." Lance assumed, only to have Illana give a slight elbow to his side.

"All I do remember, is Van Kleiss putting that collar on me. Everything else is a blank, a nothing with no end." Breach said.

Despite the odd phrasing, the Avengers seemed to get it. "And since the collar was destroyed, we got no way to trace it back." Octus assumed.

"Solomon and the rest of G3 searched all over their base. They came up empty. No sign of Van Kleiss or his pack." Kim informed.

"I don't think he's gonna show up anymore." Rex assumed. "I think he got what he wanted, whatever it was."

"And you said he doesn't need nanites anymore?" Ben asked.

"That's what he said." Rex said.

"Maybe he was lying." Danny guessed.

"No, he was going at me all out." Rex replied. "And that was after he made all those EVOs and that super-sized alien EVO to."

"Well, looks like we got one more major bad guy to add to the list." Kim said.

"So Breach… what are you going to do now?" Danny asked her.

"I don't know." She said honestly. "I really don't know."

Most of the Avengers shared sympathetic expressions, even Lance looked a bit softened, till Illana smiled an idea came to mind.

"Why don't you stay here, with us?" The princes offered, catching Breach by surprise. "Stay at the mansion. You'd have a nice warm bed to sleep on, people to talk to, plus it be nice to have another girl around."

"I'm all for that." Kim seemed onboard. "And from what we've seen, you can definitely handle yourself in a fight."

"You… you want me… to be an Avenger…?" Breach had no idea what to say.

"If you want to." Danny told her. "And you don't have to join the team if you don't want to. You can just stay at the mansion if you just want a place to crash."

"This place is rather big so you won't be imposing on any of us." Octus seemed on-board.

"Anyone who's a friend of Rex's is a friend of ours." Ben said with a smile. Lance meanwhile said nothing, but thought this was a good idea. Even if she didn't join the team, in which case her own powers would make her a valuable ally, they would at least be able to keep an eye on her.

"You can stay here if you want, but if not, we understand." Rex said. "Breach, I told you before that I don't quite understand you, but I still want to help you. We can give you the one thing Van Kleiss never could: friends. Real friends."

Breach was truly speechless. She was once an enemy to Rex, while it was true she was able to form a friendship with him, she hadn't expected everyone else to open up so quickly. Providence would never have treated her with this sort of respect, yet they all were, despite all she'd done. Her eyes welled up as it seemed like tears were about to fall down her face. She used one of her large arms to wipe them away.

"Thank you… but no."

Most of them looked in surprise at that response, save for Rex who had an understanding look on his face.

"It all sounds very nice… but I don't know if I'm ready to be with another group. Not yet. I… I think I just need some time to myself." She looked towards Rex with a natural smile. "I think… it's about time… I try to clear my head."

Rex nodded. "That's fine. Like we said, you don't have to join us if you don't want to."

"You've probably been through a lot." Ben added. "So if you want to take some time to yourself, go right ahead. Take as much time as you need."

"And whenever you feel you're ready or you need help, just give us a call." Kim added.

"You'll always be welcome here at Avengers mansion, Breach." Illana said with a warm smile. "You can consider this to be a home for you. We'll leave the door unlocked."

Breach smiled before she ran over to Rex and gave him a quick hug before opening a portal behind her and jumping in.

"You sure that's okay? Letting her go like this?" Lance asked.

"She'll be fine, don't worry." Rex assured.

"She seems like a pretty good person. A bit… odd… but who isn't?" Kim said.

"I do hope she comes back. All she really needs is friends, and I'm sure we can all give that to her." Illana stated.

"Either way, I think we found a new ally." Danny said. "But getting back on track, you sure Van Kleiss didn't leave anything in you Octus?"

"I triple checked all my systems. There is no trace of any damage whatsoever." Octus replied.

"So what did he want then?" Lance asked. "He shows up in our universe, attacks G3, all for what?"

Rex had a serious look on his face. "I don't know, but I got a bad feeling that we're gonna find out soon."

* * *

Meanwhile; in an unknown location, Van Kleiss stood at a computer console alongside I-Bol as the silent EVO began to off-load the data it absorbed.

"That was certainly eventful." Van Kleiss said. "Rex has indeed found powerful allies, so I think it's best we remain with our allies for the time being as well." He looked towards the screen on the console as the data was being uploaded and schematics appeared. "We may have lost Breach, but I believe we have gained something even more valuable."

Van Kleiss looked at his gauntlet as he can see the small energy he took from that robot. The unique energy source that powers such a unique and marvelous machine, all while looking at the screen with a malicious smile as he saw the fully downloaded schematics of Octus.

**Done.**

**Again, thank you for your patience. So good news: Breach has become an ally to the Avengers (though she hasn't officially joined the team, yet). Bad news: Van Kleiss got what he wanted. But what could he want with Octus? Mysteries began to pile up as the Avengers continue to face more of their foes.**

**One thing I'd like to say. There will be a small break until my next Avengers episode. Sorry to do this to you, but I have a fic that I've been planning to write that I intend to start as soon as I can and I have been wanting to write it for quite a while. Don't worry, I still plan to continue with my Avengers series, so I once again ask for your patience as I continue to work. I'll try to have more episodes uploaded as I work with my other stories as well, but don't expect the next one for a couple of months or so.**

**I love you all 3,000 :p**

**See you next time! AVENGERS ASSEMBLE! **


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